Waiver of Equity Conditions and Extension of Maturity Sample Contracts

Lilis Energy, Inc. Denver, CO 80203
Waiver of Equity Conditions and Extension of Maturity • February 26th, 2015 • Lilis Energy, Inc. • Crude petroleum & natural gas • Colorado

This letter agreement (this “Letter Agreement”) sets forth the agreement between Lilis Energy, Inc., a Nevada corporation, f/k/a Recovery Energy, Inc. (the “Company”) and the parties listed as Holders on the signature pages hereto (each a “Holder” and, collectively, the “Holders”) regarding (i) payment by the Company of all accrued and unpaid interest under the Company’s 8% Senior Secured Convertible Debentures due January 15, 2015, as amended (the “Debentures”) held by such holder in the form of the Company’s common stock, par value $0.0001 (the “Common Stock”) for the periods stated below, (ii) payment by the Company of interest under the Debentures for all future periods the form of Common Stock, and (iii) extension of the maturity date of the Debentures to the date that is one business day after the Maturity Date as defined in that certain Credit Agreement dated as of January 8, 2015, by and among the Company and Heartland Bank, as administrative agent, and the financial institutio

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